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                                                                     EXHIBIT 4.6

                                NATCO GROUP INC.
                            2004 STOCK INCENTIVE PLAN

1. BACKGROUND; PURPOSE OF THE PLAN

      1.1 BACKGROUND AND EFFECT OF THE PLAN. The NATCO Group Inc. 2004 Stock
Incentive Plan (the "Plan") was adopted by the Board of Directors of NATCO Group
Inc., a Delaware corporation (the "Company"), on April 6, 2004, subject to its
approval by the stockholders at the Company's 2004 Annual Meeting of
Stockholders. No Awards may be granted under the Plan prior to its approval by
the stockholders of the Company. If this Plan is not so approved by the
stockholders, then no Awards shall be granted under the Plan.

      1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to provide a means
through which the Company and its Affiliates may attract able persons to serve
as Directors or Consultants or to enter the employ of the Company and its
Affiliates and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of the Company
and its Affiliates rest, and whose present and potential contributions to the
Company and its Affiliates are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare of the Company
and its Affiliates. A further purpose of the Plan is to provide such individuals
with additional incentive and reward opportunities designed to enhance the
profitable growth of the Company and its Affiliates. Accordingly, the Plan
provides for granting Incentive Stock Options, options that do not constitute
Incentive Stock Options, Restricted Stock Awards, Performance Awards and Phantom
Stock Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular employee, Consultant or Director as provided in
this Plan.

2. DEFINITIONS

The following definitions shall be applicable throughout the Plan:

"AFFILATE" means any corporation, partnership, limited liability company,
partnership, association, trust or other organization which, directly or
indirectly, controls, is controlled by, or is under common control with, the
Company. For purposes of the preceding sentence, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any entity or organization, shall mean the
possession, directly or indirectly, of the power (i) to vote more than 50% of
the securities having ordinary voting power for the election of directors of the
controlled entity or organization or (ii) to direct or cause the direction of
the management and policies of the controlled entity or organization, whether
through the ownership of voting securities or by contract or otherwise.

"AWARD" means, individually or collectively, any Option, Restricted Stock Award,
Performance Award or Phantom Stock Award.

"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended. Reference in the
Plan to any section of the Code shall be deemed to include any amendments or
successor provisions to such section and any regulations under such section.

"COMMITTEE" means a committee of the Board that is selected as provided in
Paragraph 4.1.

"COMMON STOCK" means the common stock, par value $0.01 per share, of the
Company, or any security into which such Common Stock may be changed by reason
of any transaction or event of the type described in Paragraph 11.

"COMPANY" means NATCO Group Inc., a Delaware corporation.
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"CONSULTANT" means any person who is not an employee or a Director and who is
providing advisory or consulting services to the Company or any Affiliate.

"CORPORATE CHANGE" shall have the meaning assigned to such term in Paragraph
11.3.

"DIRECTOR" means an individual elected to the Board by the stockholders of the
Company or by the Board under applicable corporate law who is serving on the
Board on the date the Plan is adopted by the Board or is elected to the Board
after such date.

An "EMPLOYEE" means any person (including a Director) in an employment
relationship with the Company or any Affiliate.

"FAIR MARKET VALUE" means, as of any specified date, the mean of the high and
low sales prices of the Common Stock reported by (i) the National Market System
or NASDAQ on that date or (ii) if the Common Stock is listed on a national stock
exchange, reported on the stock exchange composite tape on that date (or such
other reporting service approved by the Committee); or, in either case, if no
prices are reported on that date, on the last preceding date on which such
prices of the Common Stock are so reported. If the Common Stock is traded over
the counter at the time a determination of its fair market value is required to
be made under the Plan, its fair market value shall be deemed to be equal to the
average between the reported high and low or closing bid and asked prices of
Common Stock on the most recent date on which Common Stock was publicly traded.
In the event Common Stock is not publicly traded at the time a determination of
its value is required to be made under the Plan, the determination of its fair
market value shall be made by the Committee in such manner as it deems
appropriate.

"INCENTIVE STOCK OPTION" means an incentive stock option within the meaning of
Section 422 of the Code.

"1934 ACT" means the Securities Exchange Act of 1934, as amended.

"OPTION" means an Award granted under Paragraph 7 and includes both Incentive
Stock Options to purchase Common Stock and Options that do not constitute
Incentive Stock Options to purchase Common Stock.

"OPTION AGREEMENT" means a written agreement between the Company and a
Participant with respect to an Option.

"PARTICIPANT" means an employee, Consultant or Director who has been granted an
Award.

"PERFORMANCE AWARD" means an Award granted under Paragraph 9.

"PERFORMANCE AWARD AGREEMENT" means a written agreement between the Company and
a Participant with respect to Performance Awards.

"PHANTOM STOCK AWARD" means an Award granted under Paragraph 10.

"PHANTOM STOCK AWARD AGREEMENT" means a written agreement between the Company
and a Participant with respect to a Phantom Stock Award.

"PLAN" means the NATCO Group Inc. 2004 Stock Incentive Plan, as amended from
time to time.

"RESTRICTED STOCK AGREEMENT" means a written agreement between the Company and a
Participant with respect to a Restricted Stock Award.

"RESTRICTED STOCK AWARD" means an Award granted under Paragraph 8.

"RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as such may be
amended from time to time, and any successor rule, regulation or statute
fulfilling the same or a similar function.

"STOCK APPRECIATION RIGHT" shall have the meaning assigned to such term in
Paragraph 7.4.

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3. DURATION OF THE PLAN

No Awards may be granted under the Plan after 10 years from the date this Plan
is adopted by the Board of Directors. The Plan shall remain in effect until all
Options granted under the Plan have been exercised or expired, all Restricted
Stock Awards granted under the Plan have vested or been forfeited, and all
Performance Awards and Phantom Stock Awards have been satisfied or expired.

4. ADMINISTRATION

      4.1 COMPOSITION OF COMMITTEE. The Plan shall be administered by a
committee of, and appointed by, the Board that shall be comprised solely of two
or more outside Directors (within the meaning of the term "outside directors" as
used in Section 162(m) of the Code and applicable interpretive authority
thereunder and within the meaning of the term "Non-Employee Director" as defined
in Rule 16b-3).

      4.2 POWERS. Subject to the express provisions of the Plan, the Committee
shall have authority, in its discretion, to determine which employees,
Consultants or Directors shall receive an Award, the time or times when such
Award shall be made, the type of Award that shall be made, the number of shares
to be subject to each Option or Restricted Stock Award, the number of shares
subject to or the value of each Performance Award, and the value of each Phantom
Stock Award. In making such determinations, the Committee shall take into
account the nature of the services rendered by the respective employees,
Consultants or Directors, their present and potential contribution to the
Company's success and such other factors as the Committee in its sole discretion
shall deem relevant.

      4.3 ADDITIONAL POWERS. The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan. Subject to the express
provisions of the Plan, this shall include the power to construe the Plan and
the respective agreements executed hereunder, to prescribe rules and regulations
relating to the Plan, and to determine the terms, restrictions and provisions of
the agreement relating to each Award, including such terms, restrictions and
provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as advisable for administering the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any agreement relating to an Award in the manner
and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on these matters shall be conclusive.

5. SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS

      5.1 SHARES SUBJECT TO THE PLAN AND AWARD LIMITS. Subject to adjustment in
the same manner as provided in Paragraph 11 with respect to shares of Common
Stock subject to Options then outstanding, the aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed 600,000 shares.
Shares shall be deemed to have been issued under the Plan only (i) to the extent
actually issued and delivered pursuant to an Award or (ii) to the extent an
Award denominated in shares of Common Stock is settled in cash. To the extent
that an Award lapses or the rights of its holder terminate, any shares of Common
Stock subject to such Award shall again be available for the grant of an Award
under the Plan. Notwithstanding any provision in the Plan to the contrary, the
maximum number of shares of Common Stock that may be subject to Options,
Restricted Stock Awards and Performance Awards denominated in shares of Common
Stock granted to any one individual during any calendar year may not exceed
100,000 shares of Common Stock (subject to adjustment in the same manner as
provided in Paragraph 11 with respect to shares of Common Stock subject to
Options then outstanding), and the maximum amount of compensation that may be
paid under all Performance Awards denominated in cash (including the Fair Market
Value of any shares of Common Stock paid in satisfaction of such Performance
Awards) granted to any one individual during any calendar year may not exceed
$1,000,000, and any payment due with respect to a Performance Award shall be
paid no later than 10 years after the date of grant of such Performance Award.
The limitations set forth in the preceding sentence shall be applied in a manner
that will permit compensation generated under the Plan to constitute
"performance-based" compensation for purposes of Section 162(m) of the Code,
including, without limitation, counting against such maximum number of shares,
to the extent required under Section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Options that are
canceled or repriced.

      5.2 GRANT OF AWARDS. The Committee may from time to time grant Awards to
one or more employees, Consultants or Directors determined by it to be eligible
for participation in the Plan in accordance with the terms of the Plan.

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5.3 STOCK OFFERED. Subject to the limitations set forth in Paragraph 5.1, the
stock to be offered pursuant to the grant of an Award may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Awards at the termination of the Plan shall cease
to be subject to the Plan but, until termination of the Plan, the Company shall
at all times make available a sufficient number of shares to meet the
requirements of the Plan.

6. ELIGIBILITY

Awards may be granted only to persons who, at the time of grant, are employees,
Consultants or Directors. An Award may be granted on more than one occasion to
the same person, and, subject to the limitations set forth in the Plan, such
Award may include an Incentive Stock Option, an Option that is not an Incentive
Stock Option, a Restricted Stock Award, a Performance Award, a Phantom Stock
Award or any combination thereof.

7. STOCK OPTIONS

      7.1 OPTION PERIOD. The term of each Option shall be as specified by the
Committee at the date of grant.

      7.2 LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

      7.3 SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. An Incentive Stock
Option may be granted only to an individual who is employed by the Company or
any parent or subsidiary corporation (as defined in Section 424 of the Code) at
the time the Option is granted. To the extent that the aggregate Fair Market
Value (determined at the time the respective Incentive Stock Option is granted)
of Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by an individual during any calendar year under all incentive
stock option plans of the Company and its parent and subsidiary corporations
exceeds $100,000, such Incentive Stock Options shall be treated as Options which
do not constitute Incentive Stock Options. The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of a Participant's Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the Participant of such determination as soon as practicable
after such determination. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its parent or subsidiary corporation, within the
meaning of Section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the Fair Market Value of the Common
Stock subject to the Option and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant. An Incentive Stock
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and shall be exercisable during the Participant's lifetime
only by such Participant or the Participant's guardian or legal representative.

      7.4 OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under Section 422 of the Code. Each Option Agreement shall specify the effect of
termination of (i) employment, (ii) the consulting or advisory relationship or
(iii) membership on the Board, as applicable, on the exercisability of the
Option. An Option Agreement may provide for the payment of the option price, in
whole or in part, by the delivery of a number of shares of Common Stock (plus
cash if necessary) having a Fair Market Value equal to such option price.
Moreover, an Option Agreement may provide for a "cashless exercise" of the
Option by establishing procedures satisfactory to the Committee with respect
thereto. Further, an Option Agreement may provide for the surrender of the right
to purchase shares under the Option in return for a payment in cash or shares of
Common Stock or a combination of cash and shares of Common Stock equal in value
to the excess of the Fair Market Value of the shares with respect to which the
right to purchase is surrendered over the option price therefore ("Stock
Appreciation Rights"), on such terms and conditions as the Committee in its sole
discretion may prescribe. In the case of any such Stock Appreciation Right that
is granted in connection with an Incentive Stock Option, such right shall be
exercisable only when the Fair Market Value of the Common Stock exceeds the
price specified therefore in the Option or the portion thereof to be
surrendered. The terms and conditions of the respective Option Agreements need
not be identical. Subject to the consent of the Participant, the Committee may,
in its sole discretion, amend an outstanding Option Agreement from time to time
in any manner that is not inconsistent with the provisions of the Plan
(including, without limitation, an amendment that accelerates the time at which
the Option, or a portion thereof, may be exercisable); provided, however, that,
except as provided in

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Paragraph 11, the Committee may not, without approval of the stockholders of the
Company, amend any outstanding Option Agreement to lower the option price (or
cancel and replace any outstanding Option Agreement with Option Agreements
having a lower option price).

      7.5 OPTION PRICE AND PAYMENT. The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be determined by the Committee
but, subject to adjustment as provided in Paragraph 11, such purchase price
shall not be less than the Fair Market Value of a share of Common Stock on the
date such Option is granted. The Option or portion thereof may be exercised by
delivery of an irrevocable notice of exercise to the Company, as specified by
the Committee. The purchase price of the Option or portion thereof shall be paid
in full in the manner prescribed by the Committee. Separate stock certificates
shall be issued by the Company for those shares acquired pursuant to the
exercise of an Incentive Stock Option and for those shares acquired pursuant to
the exercise of any Option that does not constitute an Incentive Stock Option.

      7.6 SHAREHOLDER RIGHTS AND PRIVILEGES. The Participant shall be entitled
to all the privileges and rights of a stockholder only with respect to such
shares of Common Stock as have been purchased under the Option and for which
certificates of stock have been registered in the Participant's name.

      7.7 OPTIONS AND RIGHTS IN SUBSTITUTION FOR OPTIONS GRANTED BY OTHER
EMPLOYERS. Options and Stock Appreciation Rights may be granted under the Plan
from time to time in substitution for options held by individuals providing
services to corporations or other entities who become employees, Consultants or
Directors as a result of a merger or consolidation or other business transaction
with the Company or any Affiliate.

8. RESTRICTED STOCK AWARDS

      8.1 FORFEITURE RESTRICTIONS TO BE ESTABLISHED BY THE COMMITTEE. Shares of
Common Stock that are the subject of a Restricted Stock Award shall be subject
to restrictions on disposition by the Participant and an obligation of the
Participant to forfeit and surrender the shares to the Company under certain
circumstances (the "Forfeiture Restrictions"). The Forfeiture Restrictions shall
be determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of
one or more performance measures established by the Committee that are based on
(1) the price of a share of Common Stock, (2) the Company's earnings per share,
(3) the Company's market share, (4) the market share of a business unit of the
Company designated by the Committee, (5) the Company's sales, (6) the sales of a
business unit of the Company designated by the Committee, (7) the net income
(before or after taxes) of the Company or any business unit of the Company
designated by the Committee, (8) the cash flow return on investment of the
Company or any business unit of the Company designated by the Committee, (9) the
earnings before or after interest, taxes, depreciation and/or amortization of
the Company or any business unit of the Company designated by the Committee,
(10) the economic value added, (11) the return on stockholders' equity achieved
by the Company or (12) the total stockholders' return achieved by the Company;
(ii) the Participant's continued employment with the Company or continued
service as a Consultant or Director for a specified period of time; (iii) the
occurrence of any event or the satisfaction of any other condition specified by
the Committee in its sole discretion; or (iv) a combination of any of the
foregoing. The performance measures described in clause (i) of the preceding
sentence may be subject to adjustment for specified significant extraordinary
items or events, and may be absolute, relative to one or more other companies,
or relative to one or more indexes, and may be contingent upon future
performance of the Company or any Affiliate, division, or department thereof.
Each Restricted Stock Award may have different Forfeiture Restrictions, in the
discretion of the Committee, and may, if approved by the Committee, provide for
Forfeiture Restrictions to lapse upon occurrence of a Corporate Change.

      8.2 OTHER TERMS AND CONDITIONS. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Participant. Unless provided otherwise in a Restricted Stock
Agreement, the Participant shall have the right to receive dividends with
respect to Common Stock subject to a Restricted Stock Award, to vote Common
Stock subject thereto and to enjoy all other stockholder rights, except that (i)
the Participant shall not be entitled to delivery of the stock certificate until
the Forfeiture Restrictions have expired, (ii) the Company shall retain custody
of the stock until the Forfeiture Restrictions have expired, (iii) the
Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions relating to Restricted
Stock Awards, including, but not limited to, rules pertaining to the termination
of employment or service as a Consultant or Director (by retirement, disability,
death or otherwise) of a Participant prior to

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expiration of the Forfeitures Restrictions. Such additional terms, conditions or
restrictions shall be set forth in a Restricted Stock Agreement made in
conjunction with the Award.

      8.3 PAYMENT FOR RESTRICTED STOCK. The Committee shall determine the amount
and form of any payment for Common Stock received pursuant to a Restricted Stock
Award, provided that in the absence of such a determination, a Participant shall
not be required to make any payment for Common Stock received pursuant to a
Restricted Stock Award, except to the extent otherwise required by law.

      8.4 COMMITTEE'S DISCRETION TO ACCELERATE VESTING OF RESTRICTED STOCK
Awards. The Committee may, in its discretion and as of a date determined by the
Committee, fully vest any or all Common Stock awarded to a Participant pursuant
to a Restricted Stock Award and, upon such vesting, all restrictions applicable
to such Restricted Stock Award shall terminate as of such date. Any action by
the Committee pursuant to this Paragraph 8.4 may vary among individual
Participants and may vary among the Restricted Stock Awards held by any
individual Participant. Notwithstanding the preceding provisions of this
Paragraph 8.4, the Committee may not take any action described in this Paragraph
8.4 with respect to a Restricted Stock Award that has been granted to a "covered
employee" (within the meaning of Treasury Regulation Section 1.162-27(c)(2)) if
such Award has been designed to meet the exception for performance-based
compensation under Section 162(m) of the Code.

      8.5 RESTRICTED STOCK AGREEMENTS. At the time any Award is made under this
Paragraph 8, the Company and the Participant shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated hereby and such other
matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.
Subject to the consent of the Participant and the restriction set forth in the
last sentence of Paragraph 8.4, the Committee may, in its sole discretion, amend
an outstanding Restricted Stock Agreement from time to time in any manner that
is not consistent with the provisions of this Plan.

9. PERFORMANCE AWARDS

      9.1 PERFORMANCE PERIOD. The Committee shall establish, with respect to and
at the time of each Performance Award, the number of share of Common Stock
subject to, or the maximum value of, the Performance Award and the performance
period over which the performance applicable to the Performance Award shall be
measured.

      9.2 PERFORMANCE MEASURES. A Performance Award shall be awarded to a
Participant contingent upon future performance of the Company of any Affiliate,
division, or department thereof during the performance period. The Committee
shall establish the performance measures applicable to such performance either
(i) prior to the beginning of the performance period or (ii) within 90 days
after the beginning of the performance period if the outcome of the performance
targets is substantially uncertain at the time such targets are established, but
not later than the date that 25% of the performance period has elapsed; provided
such measures may be made subject to adjustment for specified significant
extraordinary items or events. The performance measures may be absolute,
relative to one or more other companies, or relative to one or more indexes. The
performance measures established by the Committee may be based upon (1) the
price of a share of Common Stock, (2) the Company's earnings per share, (3) the
Company's market share, (4) the market share of a business unit of the Company
designated by the Committee, (5) the Company's sales, (6) the sales of a
business unit of the Company designated by the Committee, (7) the net income
(before or after taxes) of the Company or any business unit of the Company
designated by the Committee, (8) the cash flow return on investment of the
Company or any business unit of the Company designated by the Committee, (9) the
earnings before or after interest, taxes, depreciation, and/or amortization of
the Company or any business unit of the Company designated by the Committee,
(10) the economic value added, (11) the return on stockholders' equity achieved
by the Company, (12) the total stockholders' return achieved by the Company or
(13) a combination of any of the foregoing. The Committee, in its sole
discretion, may provide for an adjustable Performance Award value based upon the
level of achievement of performance measures.

      9.3 AWARDS CRITERIA. In determining the value of Performance Awards, the
Committee shall take into account a Participant's responsibility level,
performance, potential, other Awards and such other considerations as it deems
appropriate. The Committee, in its sole discretion, may provide for a reduction
in the value of a Participant's Performance Award during the performance period.

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      9.4 PAYMENT. Following the end of the performance period, the holder of a
Performance Award shall be entitled to receive payment of an amount not
exceeding the number of shares of Common Stock subject to, or the maximum value
of, the Performance Award, based on the achievement of the performance measures
for such performance period, as determined and certified in writing by the
Committee. Payment of a Performance Award may be made in cash, Common Stock or a
combination thereof, as determined by the Committee. Payment shall be made in a
lump sum or in installments as prescribed by the Committee. If a Performance
Award covering shares of Common Stock is to be paid in cash, such payment shall
be based on the Fair Market Value of the Common Stock on the payment date.

      9.5 TERMINATION OF AWARD. A Performance Award shall terminate if the
Participant does not remain continuously in the employ of the Company and its
Affiliates or does not continue to perform services as a Consultant or a
Director for the Company and its Affiliates at all times during the applicable
performance period, except as may be determined by the Committee.

      9.6 PERFORMANCE AWARD AGREEMENTS. At the time any Award is made under this
Paragraph 9, the Company and the Participant shall enter into a Performance
Award Agreement setting forth each of the matters contemplated hereby, and such
additional matters as the Committee may determine to be appropriate. The terms
and provisions of the respective Performance Award Agreements need not be
identical.

10.   PHANTOM STOCK AWARDS

      10.1 PHANTOM STOCK AWARDS. Phantom Stock Awards are rights to receive
shares of Common Stock (or the Fair Market Value thereof), or rights to receive
an amount equal to any appreciation or increase in the Fair Market Value of
Common Stock over a specified period of time, which vest over a period of time
as established by the Committee, without satisfaction of any performance
criteria or objectives. The Committee may, in its discretion, require payment or
other conditions of the Participant respecting any Phantom Stock Award.

      10.2 AWARD PERIOD. The Committee shall establish, with respect to and at
the time of each Phantom Stock Award, a period over which the Award shall vest
with respect to the Participant.

      10.3 AWARDS CRITERIA. In determining the value of Phantom Stock Awards,
the Committee shall take into account a Participant's responsibility level,
performance, potential, other Awards and such other considerations as it deems
appropriate.

      10.4 PAYMENT. Following the end of the vesting period for a Phantom Stock
Award (or at such other time as the applicable Phantom Stock Award Agreement may
provide), the holder of a Phantom Stock Award shall be entitled to receive
payment of an amount, not exceeding the maximum value of the Phantom Stock
Award, based on the then vested value of the Award. Payment of a Phantom Stock
Award may be made in cash, Common Stock, or a combination thereof as determined
by the Committee. Payment shall be made in a lump sum or in installments as
prescribed by the Committee. Any payment to be made in cash shall be based on
the Fair Market Value of the Common Stock on the payment date. Cash dividend
equivalents may be paid during or after the vesting period with respect to a
Phantom Stock Award, as determined by the Committee.

      10.5 TERMINATION OF AWARD. A Phantom Stock Award shall terminate if the
Participant does not remain continuously in the employ of the Company and its
Affiliates or does not continue to perform services as a Consultant or a
Director of the Company and its Affiliates at all times during the applicable
vesting period, except as may be otherwise determined by the Committee.

      10.6 PHANTOM STOCK AWARD AGREEMENTS. At the time any Award is made under
this Paragraph 10, the Company and the Participant shall enter into a Phantom
Stock Award Agreement setting forth each of the matters contemplated hereby, and
such additional matters as the Committee may determine to be appropriate. The
terms and provisions of the respective Phantom Stock Award Agreements need not
be identical.

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11. RECAPITALIZATION OR REORGANIZATION

      11.1 NO EFFECT ON RIGHT OR POWER. The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
Affiliate's capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any issue of debt or equity securities ahead of or
affecting Common Stock or the rights thereof, the dissolution or liquidation of
the Company or any Affiliate or any sale, lease, exchange or other disposition
of all or any part of its assets or business or any other corporate act or
proceeding.

      11.2 SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS. The shares
with respect to which Awards may be granted are shares of Common Stock as
presently constituted, but if, and whenever, prior to the expiration of an Award
theretofore granted, the Company shall effect a subdivision or consolidation of
shares of Common Stock or the payment of a stock dividend on Common Stock
without receipt of consideration by the Company, the number of shares of Common
Stock with respect to which such Award may thereafter be exercised or satisfied,
as applicable (i) in the event of an increase in the number of outstanding
shares shall be proportionately increased, and the purchase price per share
shall be proportionately reduced, and (ii) in the event of a reduction in the
number of outstanding shares shall be proportionately reduced, and the purchase
price per share shall be proportionately increased. Any fractional share
resulting from such adjustment shall be rounded up to the next whole share.

      11.3 RECAPITALIZATIONS AND CORPORATE CHANGES. If the Company
recapitalizes, reclassifies its capital stock, or otherwise changes its capital
structure (a "recapitalization"), the number and class of shares of Common Stock
covered by an Award theretofore granted shall be adjusted so that such Award
shall thereafter cover the number and class of shares of stock and securities to
which the Participant would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Participant
had been the holder of record of the number of shares of Common Stock then
covered by such Award. If (i) the Company shall not be the surviving entity in
any merger or consolidation (or survives only as a subsidiary of an entity),
(ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange
all or substantially all of its assets to any other person or entity, (iii) the
Company is to be dissolved and liquidated, (iv) any person or entity, including
a "group" as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains
ownership or control (including, without limitation, power to vote) of more than
50% of the outstanding shares of the Company's voting stock (based upon voting
power), or (v) as a result of or in connection with a contested election of
Directors, the persons who were Directors of the Company before such election
shall cease to constitute a majority of the Board (each such event is referred
to in this Plan as a "Corporate Change"), no later than (x) 10 days after the
approval by the stockholders of the Company of such merger, consolidation,
reorganization, sale, lease or exchange of assets or dissolution of such
election of Directors or (y) 30 days after a Corporate Change of the type
described in clause (iv), the Committee, acting in its sole discretion without
the consent or approval of any Participant, shall effect one or more of the
following alternatives, which alternatives may vary among individual
Participants and which may vary among Options held by any individual
Participant: (1) accelerate the time at which Options then outstanding may be
exercised so that such Options may be exercised in full for a limited period of
time on or before a specified date (before or after such Corporate Change) fixed
by the Committee, after which specified date all unexercised Options and all
rights of Participants thereunder shall terminate, (2) require the mandatory
surrender to the Company by selected Participants of some or all of the
outstanding Options held by such Participants (irrespective of whether such
Options are then exercisable under the provisions of the Plan) as of a date,
before or after such Corporate Change, specified by the Committee, in which
event the Committee shall thereupon cancel such Options and the Company shall
pay (or cause to be paid) to each Participant an amount of cash per share equal
to the excess, if any, of the amount calculated in Paragraph 11.4 (the "Change
of Control Value") of the shares subject to such Option over the exercise
price(s) under such Options for such shares, or (3) make such adjustments to
Options then outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may determine in its
sole discretion that no adjustment is necessary to Options then outstanding),
including, without limitation, adjusting an Option to provide that the number
and class of shares of Common Stock covered by such Option shall be adjusted so
that such Option shall thereafter cover securities of the surviving or acquiring
corporation or other property (including, without limitation, cash) as
determined by the Committee in its sole discretion.

      11.4 CHANGE OF CONTROL VALUE. For the purposes of clause (2) in Paragraph
11.3, the "Change in Control Value" shall equal the amount determined in clause
(i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price
offered to stockholders of the Company in any such merger, consolidation, sale
of assets or dissolution transaction, (ii) the price per share offered to
stockholders of the Company in any tender offer or exchange offer whereby a
Corporate Change takes place or (iii) if such Corporate Change occurs other than
pursuant to a tender or exchange offer, the fair market value per share of the
shares into which such Options being surrendered are exercisable, as determined
by the Committee as of the

                                      -8-
<PAGE>
date determined by the Committee to be the date of cancellation and surrender of
such Options. In the event that the consideration offered to stockholders of the
Company in any transaction described in this Paragraph 11.4 or Paragraph 11.3
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than
cash.

      11.5 OTHER CHANGES IN COMMON STOCK. In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Award and
not otherwise provided for by this Paragraph 11, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its
sole discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award. In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, the
aggregate number of shares available under the Plan and the maximum number of
shares that may be subject to Awards granted to any one individual may be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Notwithstanding the foregoing, except as otherwise provided by the
Committee, upon the occurrence of a Corporate Change, the Committee, acting in
its sole discretion without the consent or approval of any Participant, may
require the mandatory surrender to the Company by selected Participants of some
or all of the outstanding Performance Awards and Phantom Stock Awards as of a
date, before or after such Corporate Change, specified by the Committee, in
which event the Committee shall thereupon cancel such Performance Awards and
Phantom Stock Awards and the Company shall pay (or cause to be paid) to each
Participant an amount of cash equal to the maximum value of such Performance
Award or Phantom Stock Award which, in the event the applicable performance or
vesting period set forth in such Performance Award or Phantom Stock Award has
not been completed, shall be multiplied by a fraction, the numerator of which is
the number of days during the period beginning on the first day of the
applicable performance or vesting period and ending on the date of the
surrender, and the denominator of which is the aggregate number of days in the
applicable performance or vesting period.

      11.6 STOCKHOLDER ACTION. Any adjustment provided for in the above
subparagraphs shall be subject to any required stockholder action.

      11.7 NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED. Except as expressly
provided elsewhere in this Plan, the issuance by the Company of shares of stock
of any class or securities convertible into shares of stock of any class, for
cash, property, labor or services, upon direct sale, upon the exercise of rights
or warrants to subscribe therefore, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock
subject to Awards theretofore granted or the purchase price per share, if
applicable.

12. AMENDMENT AND TERMINATION OF THE PLAN

The Board in its discretion may terminate the Plan at any time with respect to
any shares of Common Stock for which Awards have not theretofore been granted.
The Board shall have the right to alter or amend the Plan or any part thereof
from time to time; provided that no change in the Plan may be made that would
impair the rights of a Participant with respect to an Award theretofore granted
without the consent of the Participant, and provided, further, that the Board
may not, without approval of the stockholders of the Company, (i) amend the Plan
to increase the maximum aggregate number of shares that may be issued under the
Plan or change the class of individuals eligible to receive Awards under the
Plan, or (ii) amend or delete the final sentence of Paragraph 7.4.

                                      -9-
<PAGE>
13. MISCELLANEOUS

      13.1 NO RIGHT TO AN AWARD. Neither the adoption of the Plan nor any action
of the Board or of the Committee shall be deemed to give any individual any
right to be granted an Option, a right to a Restricted Stock Award, a right to a
Performance Award or a right to a Phantom Stock Award, or any other rights
hereunder except as may be evidenced by an Award agreement duly executed on
behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of funds or assets to assure the performance of its
obligations under any Award.

      13.2 NO EMPLOYMENT/MEMBERSHIP RIGHTS CONFERRED. Nothing contained in the
Plan shall (i) confer upon any employee or Consultant any right with respect to
continuation of employment or of a consulting or advisory relationship with the
Company or any Affiliate or (ii) interfere in any way with the right of the
Company or any Affiliate to terminate his or her employment or consulting or
advisory relationship at any time. Nothing contained in the Plan shall confer
upon any Director any right with respect to continuation of membership on the
Board.

      13.3 OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue
any Common Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act of 1933, as amended, and such other state and federal laws, rules and
regulations as the Company or the Committee deems applicable and, in the opinion
of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules and regulations available for the issuance and
sale of such shares. No fractional shares of Common Stock shall be delivered,
nor shall any cash in lieu of fractional shares be paid. The Company shall have
the right to deduct in connection with all Awards any taxes required by law to
be withheld and to require any payments required to enable it to satisfy its
withholding obligations.

      13.4 NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any Affiliate from taking any
action that is deemed by the Company or such Affiliate to be appropriate or in
its best interest, whether or not such action would have an adverse effect on
the Plan or any Award made under the Plan. No Participant, beneficiary or other
person shall have any claim against the Company or any Affiliate as a result of
any such action.

      13.5 RESTRICTIONS ON TRANSFER. An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in
Paragraph 7.3) shall not be transferable otherwise than (i) by will or the laws
of descent and distribution, (ii) pursuant to an qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder or (iii) with the
consent of the Committee.

      13.6 GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to conflicts
of laws principles thereof.

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